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REG - Kitwave Group PLC - Interim Results

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RNS Number : 0882P  Kitwave Group PLC  01 July 2025

1 July 2025

Kitwave Group plc

 

("Kitwave", the "Group" or the "Company")

 

Unaudited interim results for the six months ended 30 April 2025

 

Kitwave Group plc (AIM: KITW), the delivered wholesale business, is pleased to
announce its unaudited interim results for the six months ended 30 April 2025
("the period" or "H1 2025").

 

The tables and commentary below include comparatives for both the six months
ended 30 April 2024 (H1 2024) and the 12 months ended 31 October 2024 (FY
2024).

 

Financial Highlights

 

·    Revenues up 26.7% (3.1% like-for-like ((2))) to £376.2 million (H1
2024: £297.0 million; FY 2024: £663.7 million).

·    Consolidated gross margin up 1.1% to 22.6% (H1 2024: 21.5%; FY 2024:
22.3%).

·    Adjusted operating profit((1)) up 21.9% to £13.2 million (H1 2024:
£10.8 million; FY 2024: £34.0m).

·    Cash generation from operating activities of £19.6 million (H1 2024:
£12.4 million; FY 2024: £31.4 million).

·    Pre-tax operational cash conversion of 106% (H1 2024: 93%; FY 2024:
90%).

·    Robust balance sheet with leverage reducing to 2.3x on the bank
covenant basis ((3))

·    An increased interim dividend of 4.00 pence per share (H1 2024: 3.85
pence per share) for the six months to 30 April 2025. This dividend will be
paid on 31 July 2025 to shareholders on the register at the close of business
on 11 July 2025 and the ex-dividend date will be 10 July 2025.

 

Operational Highlights

 

·    Retail and Wholesale division slightly outperformed expectations
(like-for-like revenue +3.1%).

·    Creed Foodservice integration ahead of timetable, with full benefits
to be realised over the next two years.

·    Operational integration of Total Foodservice with Miller Foodservice
is on track and expected to be completed by the end of the financial year.

·    The new South West distribution centre is operational with an
associated increase in L4L rent (in the form of IRFS 16 depreciation) and
rates of £0.4m for H1 25 and £0.8m full year compared to the prior year.

·    As previously announced, the Group took the proactive decision to
incur some additional operational investment in the new South West
distribution centre. These costs were higher than expected to maintain service
levels as the business transitioned from three separate locations into a
single 80,000 sq. ft distribution centre and they are expected to continue
into H2.

·    Recent acquisitions and investment have significantly increased the
scale of the Group's UK footprint and the addition of Creed has created a
fully integrated national delivery network to support long term growth and
achieve the optimal and most efficient cost to serve.

 

Outlook

 

·    Since the pre-close trading update, the volatility in the
macroeconomic backdrop has caused a more pronounced fragility in consumer
confidence which is adversely affecting volumes in the destination leisure
sector. Whilst footfall is up from the prior year, consumption is down in
certain areas.  This impact has been particularly visible in our higher
margin tourism-based depots.

·    Employer National insurance increases (c.£1.8m in FY25 and £2.7m in
FY26) will increase the Group's costs during H2 of the financial year and
beyond. The Group no longer believes it will be able to offset these tax
increases.

·      The combined effect of recent lower than expected foodservice
consumption, continued investment in the South West and the employer National
Insurance cost increases has resulted in the Directors revising their
expectations for the financial performance of the Group during the current
financial year and beyond.

·    The Group now expects to report FY25 adjusted operating profit to be
in the range of £38.0m to £40.5m.

 

Post-Period End

 

·    Appointment of Dr Marnie Millard as Independent Non-Executive Chair,
replacing Stephen Smith as of 30 May 2025.

 

Proposed change to accounting reference date

 

·    The Board also announces its intention to change its accounting
reference date from 31 October to 31 December.

·      The Group's business activities and revenues are weighted toward
the middle third of the calendar year and, having noted comments from
shareholders, the Directors recognise that presenting financial statements
that have a more balanced first half and second half weighting would be in the
best interests of the Group.

·      The Group intends to still publish accounts for the 12 months to
31 October 2025, unaudited, against expectations for clarity.

·    A further announcement will be made on the change in accounting
reference date once formally agreed.

 

Financial summary

 

                                            H1 2025     H1 2024     FY 2024
                                            Unaudited   Unaudited

           Audited
                                            £m          £m

                       £m

 Revenue                                    376.2       297.0       663.7

 Gross profit                               85.1        63.7        147.8
 Gross profit margin %                      22.6%       21.5%       22.3%

 Adjusted EBITDA((1))                       21.1        15.9        45.2

 Adjusted operating profit((1))             13.2        10.8        34.0

 Profit before tax                          5.6         6.9         22.5

 Net cash inflow from operating activities

                                            19.6        12.4        31.4
 Pre-tax operational cash conversion((1))   106%        93%         90%

 

((1)) For more information on alternative performance measures please see the
glossary at the end of the announcement.

((2)) Like-for-like revenue excludes revenue from Creed Foodservice but
includes acquired revenue from Total Foodservice now financially integrated
with Miller Foodservice.

((3)) Bank covenant leverage is defined using debt that includes IFRS16
liabilities and earnings on LTM basis including LTM earnings on a proforma
basis for acquired operations

 

Ben Maxted, Chief Executive Officer of Kitwave, commented:

"This period has seen record revenue and operating profits for Kitwave,
underpinned by our continued strategic transformation and supported by the
acquisition of Creed Foodservice, which has proven to be an excellent addition
to the Group. Whilst we have navigated some operational changes, particularly
the transition to a new, larger depot in the South West and the integration of
multiple businesses, we are pleased with the solid progress made and the
underlying strength of our Group.

"The acquisition and integration of Creed Foodservice, alongside recent
investments in infrastructure, have strengthened our position as a nationwide,
delivered foodservice business with a clear and active pipeline of organic
growth opportunities. The Creed Foodservice investment has strengthened our
management capabilities and advanced the Group's objective of delivering a
more streamlined, scalable platform in the Foodservice marketplace. Our Retail
and Wholesale division also performed well, benefitting from underlying
consumer demand as the spring weather was favourable.

"As a result of some short-term additional operational investment relating to
the new South West depot, the increase in employer National Insurance
contributions and the macroeconomic backdrop detrimentally impacting consumer
confidence and volumes in the destination leisure sector, the Board now
anticipates that the Group's adjusted operating profit will be below current
market expectations.

"The Group has a strong balance sheet with a highly cash generative business
model. This is expected to lead to a reduction in absolute debt and continued
reduction in leverage that will create capacity to reinvest in service-led
growth initiatives. This financial strength provides the flexibility and
resilience to continue pursuing our buy-and-build strategy, which we believe
remains the right path forward in the current market landscape, albeit
currently no acquisitions are expected during the remainder of the financial
year.

"As we look ahead, we remain confident in our long-term outlook and our
ability to deliver sustained value for all stakeholders. The fundamentals of
our business remain strong, our strategy is clear, and we continue to execute
with discipline and ambition."

- Ends-

 

For further information, please contact:

 Kitwave Group plc                                                Tel: +44 (0) 191 259 2277

 Ben Maxted, Chief Executive Officer

 David Brind, Chief Financial Officer

 www.kitwave.co.uk (http://www.kitwave.co.uk/)
 Canaccord Genuity Limited                                        Tel: +44 (0) 20 7523 8150

(Nominated Adviser and Sole Broker)

 Bobbie Hilliam

 Elizabeth Halley-Stott
 Yellow Jersey PR                                                 Tel: +44 (0) 20 3004 9512

(Financial media and PR)

 Charles Goodwin

 Shivantha Thambirajah

 Bessie Elliot

 kitwave@yellowjerseypr.com (mailto:kitwave@yellowjerseypr.com)

Company Overview

Founded in 1987, following the acquisition of a single-site confectionery
wholesale business based in North Shields, United Kingdom, Kitwave is a
delivered wholesale business, specialising in selling and delivering impulse
products, frozen, chilled and fresh foods, alcohol, groceries and tobacco to
approximately 46,000, mainly independent, customers.

 

With a network of 37 depots, Kitwave is able to support delivery throughout
the UK to a diverse customer base, which includes independent convenience
retailers, leisure outlets, vending machine operators, foodservice providers
and other wholesalers, as well as leading national retailers.

 

The Group's growth to date has been achieved both organically and through a
strategy of acquiring smaller, predominantly family-owned, complementary
businesses in the fragmented UK grocery and foodservice wholesale market.

 

Kitwave Group plc (AIM: KITW) was admitted to trading on AIM of the London
Stock Exchange on 24 May 2021.

 

For further information, please visit: www.kitwave.co.uk
(http://www.kitwave.co.uk) .

 

Chief Executive Officer's statement

 

Introduction

 

It has been another period of operational progress across the Group during the
first half of the financial year, with overall trading meeting the Board's
expectations. As disclosed in our update in May, this was achieved despite
weaker levels of demand from hospitality, which impacted the Foodservice
division's performance earlier in the period, before then experiencing an
improvement as we approached Easter. The revenue performance of the Retail
& Wholesale division was robust, with positive like-for-like trading over
the period.

 

Financial summary

 

                        H1 2025     H1 2024     FY 2024
                        Unaudited   Unaudited

           Audited
                        £m          £m

           £m

 Revenue                376.2       297.0       663.7

 Gross profit           85.1        63.7        147.8
 Gross profit margin %  22.6%       21.5%       22.3%

 Operating profit       10.3        9.3         28.8
 Operating margin %     2.7%        3.1%        4.3%

In the six months to 30 April 2025, the Group achieved revenue of £376.2
million (H1 2024: £297.0 million; FY 2024: £663.7 million) and an operating
profit of £10.3 million (H1 2024: £9.3 million; FY 2024: £28.8 million).

 

To protect customer service during the transition to the new South West depot,
the Group took the decision to incur some additional, short-term costs,
investing above the level that it had initially planned in service delivery.
Excluding these costs, the Group's cost base remained in line with
expectations and includes the increased depreciation levels from fleet
investment over recent periods. The Group continues to look to drive synergy
and operational efficiency benefits to mitigate ongoing cost headwinds, such
as national insurance increases.

 

Basic earnings per ordinary share was 5.1 pence (30 April 2024: 7.3 pence).
Despite an increase in operating profit and EBITDA, the reduction in basic
earnings per ordinary share is primarily as a result of the increase in share
capital and the increase in interest costs, associated with the funding
required for the acquisitions in the prior period and that are recognised on a
linear basis as opposed to the H2 weighting of profitability from the
associated acquisitions.

 

Cash generation remained strong in the period with £19.6 million generated
from operating activities (H1 2024: £12.4 million; FY 2024: £31.4 million).

 

The Group's cash and cash equivalents increased by £0.2 million during the
period, after cash outflows to satisfy debt service payments and dividends
paid. This included cash generated from operations of £19.6 million.

 

The Group's balance sheet as of 30 April 2025 had reserves of £123.2
million (30 April 2024: £85.0 million; 31 October 2024: £124.5 million)
and net debt of £128.3 million (30 April 2024: £83.9 million; 31 October
2024: £127.8 million).

 

Net debt has increased by £0.5 million since the year-end 31 October 2024
after the net cash outflow of £5.0m, relating to the amount payable for the
Creed Catering Supplies Limited acquisition. Positive trading and working
capital control has mitigated this cash outflow, reducing leverage to 2.5x (30
April 2024: 2.0x; 31 October 2024: 2.8x).

 

The Group's bank covenant for leverage includes a proforma profitability for
part period acquisitions and on this basis, leverage is 2.3x as at 30 April
2025 (30 April 2024:1.9x; 31 October 2024: 2.4x). It is expected that the
strong continued cash generation of the Group, alongside the second half
weighting of the Group's financial performance, will drive the principal debt
down during the remainder of the current financial year. The Board is
committed to maintaining a prudent leverage policy moving forward.

 

Divisional summary

 

Set out below is the financial performance of the business by division:

 

                         H1 2025     H1 2024     FY 2024
                         Unaudited   Unaudited

           Audited
                         £m          £m

                       £m

 Group revenue           376.2       297.0       663.7
 Ambient                 98.1        99.1        204.6
 Frozen & Chilled        112.1       104.9       235.5
 Retail & wholesale      210.2       204.0       440.1
 Foodservice             166.0       93.0        223.6
 Corporate               -           -           -

 

 Group adjusted EBITDA((4))  21.1   15.9   45.2
 Ambient                     5.8    5.7    13.1
 Frozen & Chilled            5.4    4.9    15.2
 Retail & wholesale          11.2   10.6   28.3
 Foodservice                 12.5   7.9    22.8
 Corporate                   (2.6)  (2.6)  (5.9)

 

 Group adjusted operating profit((4))  13.2   10.8   34.1
 Ambient                               4.8    4.7    11.1
 Frozen & Chilled                      2.8    2.6    10.4
 Retail & wholesale                    7.6    7.3    21.5
 Foodservice                           8.3    6.2    18.7
 Corporate                             (2.7)  (2.7)  (6.1)

 

((4)) Group and divisional EBITDA and operating profit/(loss) adjusted for
management charge, acquisition, amortisation of intangible assets arising on
acquisition, share-based payments and compensation for post-combination
services. For more information on alternative performance measures please see
the glossary at the end of the announcement.

 

Retail & Wholesale division

 

The Group's Ambient and Frozen & Chilled product businesses, which both
service the Retail & Wholesale sector of the grocery market, saw combined
revenue increase by 3.1% to £210.2 million (H1 2024: £204.0 million). The
growth was supported by new customers as well as higher ice cream sales, which
coincided with the prolonged drier weather through April 2025 compared to the
same month in the prior year.

 

Foodservice division

 

Set out below is the financial performance of the division for the period
included in the like for like is revenue and associated profit from Total
Foodservice (TFS) that is now within the combined business numbers for Miller
Foodservice because of the financial integration of the two businesses:

 

                                H1 2025     H1 2024
                                Unaudited   Unaudited

                                £m          £m

 Divisional revenue             166.0       93.0
 Like for like (including TFS)  96.0        93.0
 Creed                          70.0

 

                                  H1 2025     H1 2024
                                  Unaudited   Unaudited

                                  £m          £m

 Divisional adjusted EBITDA((4))  12.5        7.9
 Like for like (including TFS)    6.5         7.9
 Creed                            6.0

 

                                            H1 2025     H1 2024
                                            Unaudited   Unaudited

                                            £m          £m

 Divisional adjusted operating profit((4))  8.3         6.2
 Like for like (including TFS)              3.8         6.2
 Creed                                      4.5

 

Foodservice's customer base comprises of independent traditional foodservice
outlets including bars, restaurants and leisure outlets, as well as the care
home and education sectors. Whilst this diverse customer mix means that the
division is not overly weighted to one sector, its performance was impacted by
softer demand from leisure and hospitality customers. The like-for-like
revenues were c.£96.0 million for the period (including the full period
revenues from TFS), resulting in reported like-for-like sales increasing by 3%
to £96 million. Although there was a slight improvement in sales during April
2025, which coincided with a period of warm weather, demand remained soft,
most notably in the South West region, where many of the destination venues
serving food are reliant on tourists and holiday-home owners.

 

The move to the South West depot incurred some unplanned costs in the period
and reflects the additional right of use asset depreciation, with two
freeholds being replaced by the new leasehold premises.

 

Operational review

 

The integration of Creed Foodservice and the opening of the Group's new 80,000
sq. ft Foodservice distribution centre in the South West have been the key
operational projects during the period.

 

The acquisition of Creed has enabled the Group to now have a national
foodservice network. This has provided both immediate customer opportunities
and distribution efficiencies. Since the completion in September 2024, we have
embarked on a significant integration programme. The available benefits and
synergies of the integration have been identified and are scheduled to be
realised over the next two years. The Board expects to see some of these
initial benefits to start contributing in H1 2026, whilst the full integration
onto the Group's ERP system is planned to be completed in early 2026.

 

The new South West depot has enabled the Group to consolidate three sites into
one as part of the integration of WestCountry and M.J. Baker. The Company
believes that the scale and capabilities of the new site will provide both
longer-term capacity for growth and the ability to cross-sell by providing the
full Kitwave product offering. Following the move to the new depot, a period
of transition was anticipated with some senior management changes and the
combined teams needing to familiarise themselves with the new site. Whilst the
IT implementation was very smooth, the integration of business processes,
routes and range has taken longer than anticipated. This combined with a
general reduction in visitor numbers in the region and pressure on consumer
spending following the 2024 Autumn budget has resulted in the turnover levels
and margin being below our expectations. The higher-than-expected costs are
being worked through but are expected to impact FY25 and the start of FY26
with expected integration costs to fall away by the end of H1 26.

 

Strategy

 

Kitwave is currently the 15th largest grocery and foodservice wholesaler in
the UK in terms of market share but only services circa five percent of the
potential market opportunity of circa £10.7bn. It is well documented that the
UK wholesale market is highly fragmented, which presents opportunities for the
Group to pursue strategic acquisitions to strengthen its existing business
lines and capitalise on synergies. Since 2011, the Group has completed 15
acquisitions.

 

The high levels of cash generation and the developing national footprint in
foodservice leaves us in a great position to continue to add complementary
strategic foodservice businesses to this growing platform. Geographic
capability and scale, we believe, will yield synergies and grow operating
margins over the long term.

 

The Group continues to invest in technology, systems and infrastructure to
support its organic growth objectives. Investment has been made in
voice-picking technology to deliver greater efficiencies and obtain the
highest level of customer service. The trading platform continues to be
expanded, enhancing order capability and customer engagement.

 

Dividend

 

The Board has declared an increased interim dividend of 4.00 pence per share
(H1 2024: 3.85 pence per share) for the six months to 30 April 2025. This
dividend will be paid on 31 July 2025 to shareholders on the register at the
close of business on 11 July 2025 and the ex-dividend date will be 10 July
2025.

 

Outlook

 

We have built an excellent platform for growth within the UK wholesale market.
With our focused growth strategy, both organic and through acquisitions, we
believe that we continue to be well-placed to deliver value for the Group and
its shareholders.

 

It has been widely reported that UK consumer confidence remains subdued.
Whilst concerns over significantly higher trade tariffs have eased, consumers
continue to be conscious of higher living costs. Despite experiencing
improvement in the Foodservice division in April, post-period sales have
remained lower than expected with the business weighted to the second half of
the year. Coupled with the additional one-off costs, the Group now expects
financial performance to be impacted against the previous expectations
forecast.

 

Despite these near-term challenges, Kitwave remains a fundamentally strong
business with a good pipeline of operational synergies and growth
opportunities. The Group's focus remains on service excellence, operational
improvement, and disciplined cost management.

 

Ben Maxted

Chief Executive Officer

1 July 2025

 

Condensed consolidated statement of profit and loss and other comprehensive
income

                                             Note                                  6 months ended              Year ended

31 October 2024 Audited
                                                       6 months ended              30 April 2024 Unaudited

                                                       30 April 2025 Unaudited
                                                       £000                        £000                        £000

 Revenue                                     2         376,209                     296,960                     663,652
 Cost of sales                                         (291,084)                   (233,223)                   (515,832)

 Gross profit                                          85,125                      63,737                      147,820

 Other operating income                      3         85                          98                          603
 Distribution expenses                                 (39,564)                    (27,949)                    (63,473)
 Administrative expenses                               (35,364)                    (26,590)                    (56,146)

 Operating profit                                      10,282                      9,296                       28,804

 Analysed as:
 Adjusted EBITDA                                       21,067                      15,863                      45,229
 Amortisation of intangible assets           4         (1,788)                     (557)                       (1,527)
 Depreciation                                4         (7,781)                     (4,967)                     (11,068)
 Acquisition expenses                        4         -                           (416)                       (2,153)
 Compensation for post combination services  4         (79)                        (79)                        (324)
 Share based payment expense                 4         (634)                       (548)                       (1,244)
 Restructuring expenses                      4         (503)                       -                           (109)

 Total operating profit                                10,282                      9,296                       28,804

 Finance expenses                                      (4,708)                     (2,417)                     (6,276)

 Profit before tax                                     5,574                       6,879                       22,528
 Tax on profit on ordinary activities                  (1,397)                     (1,796)                     (5,810)

 Profit for the financial period                       4,177                       5,083                       16,718

 Other comprehensive income                            -                           -                           -

 Total comprehensive income for the period             4,177                       5,083                       16,718

 Basic earnings per share (pence)            5         5.1                         7.3                         23.5
 Diluted earnings per share (pence)          5         5.1                         6.9                         22.5

Condensed consolidated balance sheet

                                                 30 April 2025 Unaudited     30 April 2024 Unaudited      31 October 2024

Audited
                                                 £000                        £000                        £000
 Non-current assets
 Goodwill                                        105,717                     70,090                      105,717
 Intangible assets                               28,935                      8,112                       30,554
 Tangible assets                                 28,316                      22,767                      29,096
 Right-of-use assets                             52,956                      32,611                      50,869
 Investments                                     27                          61                          42

                                                 215,951                     133,641                     216,278

 Current assets
 Inventories                                     56,102                      53,836                      47,749
 Trade and other receivables                     102,634                     75,677                      91,122
 Cash and cash equivalents                       4,337                       5,015                       4,137

                                                 163,073                     134,528                     143,008

 Total assets                                    379,024                     268,169                     359,286

 Current liabilities
 Other interest bearing loans and borrowings     (30,935)                    (33,125)                    (27,821)
 Lease liabilities                               (11,104)                    (7,020)                     (10,244)
 Trade and other payables                        (118,535)                   (90,729)                    (102,083)
 Tax payable                                     (657)                       (1,217)                     (1,127)

                                                 (161,231)                   (132,091)                   (141,275)

 Non-current liabilities
 Other interest bearing loans and borrowings     (40,000)                    (20,000)                    (40,000)
 Lease liabilities                               (44,785)                    (28,116)                    (43,323)
 Deferred tax liabilities                        (9,846)                     (2,956)                     (10,143)

                                                 (94,631)                    (51,072)                    (93,466)

 Total liabilities                               (255,862)                   (183,163)                   (234,741)

 Net assets                                      123,162                     85,006                      124,545

 Equity attributable to equity holders of the

  Parent Company
 Called up share capital                         836                         701                         804
 Share premium account                           97,376                      64,349                      94,185
 Consolidation reserve                           (33,098)                    (33,098)                    (33,098)
 Share based payment reserve                     689                         2,576                       3,240
 Retained earnings                               57,359                      50,478                      59,414

 Equity                                          123,162                     85,006                      124,545

Condensed consolidated statement of change in equity

                                                         Called up                    Share                                                   Share based payment reserve  Profit

                                                         share                        premium                     Consolidation                                            and loss                    Total

                                                         capital                      account                     reserve                                                  account                     equity
                                                         £000                         £000                        £000                        £000                         £000                        £000
 Balance at 1 November 2023 (audited)                    700                          64,183                      (33,098)                    2,042                        50,618                      84,445

 Total comprehensive income for the 6 month period
 Profit                                                  -                            -                           -                           -                            5,083                       5,083
 Other comprehensive income                              -                            -                           -                           -                            -                           -

 Total comprehensive income for

  the 6 month period                                     -                            -                           -                           -                            5,083                       5,083
 Transaction with owners, recorded directly in equity
  New share issuance                                     1                            166                         -                           -                            -                           167
 Dividends                                               -                            -                           -                           -                            (5,223)                     (5,223)
 Share based payment expense                             -                            -                           -                           534                          -                           534

 Total contribution by and transactions with the owners

                                                         1                            166                         -                           534                          (5,223)                     (4,522)

 Balance at 30 April 2024 (unaudited)                    701                          64,349                      (33,098)                    2,576                        50,478                      85,006

 Total comprehensive income for the 6 month period
 Profit                                                  -                            -                           -                           -                            11,635                      11,635
 Other comprehensive income                              -                            -                           -                           -                            -                           -

 Total comprehensive income

 for the 6 month period                                  -                            -                           -                           -                            11,635                      11,635

 New share issuance                                      103                          31,397                      -                           -                            -                           31,500
 Costs directly attributable to new shares issues        -                            (1,561)                     -                           -                            -                           (1,561)
 Dividends                                               -                            -                           -                           -                            (2,699)                     (2,699)
 Share based payment expense                             -                            -                           -                           664                          -                           664

 Total contribution by and transactions with the owners  103                          29,836                      -                           664                          (2,699)                     27,904

 Balance at 31 October 2024 (audited)                    804                          94,185                      (33,098)                    3,240                        59,414                      124,545

 Total comprehensive income for the 6 month period
 Profit                                                  -                            -                           -                           -                            4,177                       4,177
 Other comprehensive income                              -                            -                           -                           -                            -                           -

 Total comprehensive income for

  the 6 month period                                     -                            -                           -                           -                            4,177                       4,177
 Transaction with owners, recorded directly in equity
 New share issuance                                      32                           3,191                       -                           (3,104)                      -                           119
 Dividends                                               -                            -                           -                           -                            (6,232)                     (6,232)
 Share based payment expense                             -                            -                           -                           553                          -                           553

 Total contribution by and transactions with the owners  32                           3,191                       -                           (2,551)                      (6,232)                     (5,560)

 Balance at 30 April 2025 (unaudited)                    836                          97,376                      (33,098)                    689                          57,359                      123,162

Condensed consolidated cash flow statement

                                                                         Note      6 months ended 30 April 2025 Unaudited  6 months ended 30 April 2024 Unaudited  Year ended

                                                                                                                                                                   31 October 2024 Audited
                                                                                   £000                                    £000                                    £000
 Cash flow from operating activities
 Profit for the period                                                             4,177                                   5,083                                   16,718
 Adjustments for:
 Depreciation and amortisation                                                     9,569                                   5,524                                   12,595
 Financial expense                                                                 4,708                                   2,417                                   6,276
 Profit on sale of property, plant and equipment                                   (75)                                    (74)                                    (573)
 Net gain on remeasurement of right-of-use assets and lease liabilities            (12)                                    (29)                                    (30)
 Compensation for post combination services                                        79                                      79                                      324
 Equity settled share based payment expense                                        634                                     548                                     1,244
 Taxation                                                                          1,397                                   1,796                                   5,810

                                                                                   20,477                                  15,344                                  42,364

 (Increase) in trade and other receivables                                         (11,512)                                (9,398)                                 (8,712)
 (Increase) in inventories                                                         (8,353)                                 (15,584)                                (2,392)
 Increase in trade and other payables                                              21,194                                  23,952                                  6,755

                                                                                   21,806                                  14,314                                  38,015

 Tax paid                                                                          (2,164)                                 (1,911)                                 (6,612)

 Net cash inflow from operating activities                                         19,642                                  12,403                                  31,403

 Cash flows from investing activities
 Acquisition of property, plant and equipment                                      (1,308)                                 (3,768)                                 (7,275)
 Proceeds from sale of property, plant and equipment                               151                                     143                                     3,513
 Payment of compensation for post combination services                             -                                       (424)                                   -
 Acquisition of subsidiary undertakings (including                       2         (5,000)                                 (19,370)                                (73,329)

 overdrafts and cash acquired)

 Net cash outflow from investing activities                                        (6,157)                                 (23,419)                                (77,091)

 Cash flows from financing activities
 Issuance of new shares                                                            120                                     167                                     30,106
 Proceeds from new loan                                                            -                                       -                                       20,000
 Net movement in bank trade loan                                                   (7,750)                                 3,000                                   7,750
 Net movement in invoice discounting                                               10,864                                  23,720                                  13,666
 Interest paid                                                                     (4,612)                                 (2,417)                                 (6,121)
 Repayment of lease liabilities                                                    (5,675)                                 (3,889)                                 (8,327)
 Dividends paid                                                                    (6,232)                                 (5,223)                                 (7,922)

 Net cash (outflow)/inflow from financing activities                               (13,285)                                15,358                                  49,152

 Net increase in cash and cash equivalents                                         200                                     4,342                                   3,464
 Opening cash and cash equivalents                                                 4,137                                   673                                     673

 Cash and cash equivalents at period end                                           4,337                                   5,015                                   4,137

Notes

1              Accounting policies

Kitwave Group plc (the "Company") is a public company limited by shares and
incorporated, domiciled and registered in England in the UK. The registered
number is 9892174 and the registered address is Unit S3, Narvik Way, Tyne
Tunnel Trading Estate, North Shields, Tyne and Wear, NE29 7XJ.

The Company's principal activity is to act as a holding company for its
subsidiaries (together "the Group"), which together make up the Group's
consolidated financial information.

The condensed consolidated financial information presented in this statement
for the six months ended 30 April 2025 and the comparative figures for the six
months ended 30 April 2024 are neither audited nor reviewed.

The comparative financial information in the condensed consolidated financial
information in respect of the year ended 31 October 2024 have been extracted
from the 2024 financial statements. The statutory accounts for the year ended
31 October 2024 have been delivered to the Registrar of Companies and the
report of the auditor was (i) unqualified, (ii) did not include a reference to
any matters to which the auditor drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under Section
498 (2) or (3) of the Companies Act 2006.

The condensed consolidated financial information does not constitute statutory
accounts as defined in Section 435 of the Companies Act 2006 and does not
include all the information required for the full annual financial
statements.  Selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the changes in the
Group's financial position and performance since the last annual consolidated
financial statements.

There have been no new accounting standards or changes to existing accounting
standards applied for the first time which have a material effect on these
interim results.

 

1.1          Critical accounting estimates and judgements

The critical accounting estimates and judgements affecting the Group are
unchanged from those set out in the Group's last annual consolidated financial
statements for the year ended 31 October 2024.

The Directors have reviewed financial forecasts and are satisfied that the
Group has sufficient levels of financial resources available to both fund
operations and to pursue its stated growth strategy. The Directors are
confident that the Group will have sufficient funds to meet its liabilities as
they fall due for the foreseeable future and therefore adopt the going concern
basis in preparing the condensed consolidated interim financial information.

 

1.2          Accounting policies

The accounting policies applied in preparing the condensed consolidated
interim financial information are the same as those applied in the preparation
of the consolidated financial statements for the year ended 31 October 2024,
as described in those financial statements.

2              Segmental information
The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Executive Board (the Chief Operating Decision Maker as defined by IFRS 8) to assess performance and make strategic decisions about allocation of resources
The Group has the following operating segments:

·      Ambient: Provides delivered wholesale of ambient food, drink and
tobacco products;

·      Frozen & Chilled: Provides delivered wholesale of frozen and
chilled food products; and

·      Foodservice: Provides delivered wholesale of alcohol, frozen and
chilled food to trade customers.

Corporate contains the central functions that are not devolved to the business
units

These segments offer different products that attract different margins. They each have separate management teams.

The segments share a commonality in service being delivered wholesale of food
and drink products.  The Group therefore benefits from a range of expertise,
cross-selling opportunities and operational synergies in order to run each
segment as competitively as possible.

The Group's forward-looking strategy is to provide enhanced customer service
by making available the wider Group product range to its existing customer
base. As a result, the Board assess the segments based on customer type with
the customers in the Ambient and Frozen & Chilled divisions operating in
the retail and wholesale channels.

The following analysis shows how this is monitored whilst demonstrating the
link to the previously reported segmental information which continues to be
monitored by the Board alongside the segments based on customer type.

Each segment is measured on its adjusted operating profit and internal
management reports are reviewed monthly by the Board.  This performance
measure is deemed the most relevant by the Board to evaluate the results of
the segments relative to entities operating in the same industry.

2              Segmental information (continued)
 Six months ended 30 April 2025                            Ambient                     Frozen &                    Total retail & wholesale      Foodservice                 Corporate                   Total

                                                                                       Chilled
                                                           £000                        £000                        £000                          £000                        £000                        £000

 Revenue                                                   98,127                      112,113                     210,240                       165,969                     -                           376,209
 Inter-segment revenue                                     9,601                       1,698                       11,299                        1,290                       -                           12,589

 Segment revenue                                           107,728                     113,811                     221,539                       167,259                     -                           388,798

 Segment gross profit                                      14,963                      23,095                      38,058                        47,067                      -                           85,125

 Adjusted EBITDA*                                          5,774                       5,419                       11,193                        12,455                      (2,581)                     21,067
 Amortisation of intangibles                               -                           (35)                        (35)                          (15)                        (26)                        (76)
 Depreciation                                              (1,031)                     (2,568)                     (3,599)                       (4,111)                     (71)                        (7,781)
 Adjusted operating profit*                                4,743                       2,816                       7,559                         8,329                       (2,678)                     13,210
 Group management charge                                   (734)                       (1,026)                     (1,760)                       (1,376)                     3,136                       -
 Amortisation of intangible assets arising on acquisition  -                           -                           -                             -                           (1,712)                     (1,712)
 Compensation for post combination services                -                           (79)                        (79)                          -                           -                           (79)
 Share based payment expense                               -                           -                           -                             -                           (634)                       (634)
 Restructuring costs                                       -                           (77)                        (77)                          (394)                       (32)                        (503)
 Interest expense                                          (626)                       (1,015)                     (1,641)                       (1,392)                     (1,675)                     (4,708)

 Segment profit/(loss) before tax                          3,383                       619                         4,002                         5,167                       (3,595)                     5,574

 Segment assets                                            52,604                      76,599                      129,203                       147,156                     102,665                     379,024
 Segment liabilities                                       (37,492)                    (72,975)                    (110,467)                     (86,873)                    (58,522)                    (256,862)

 Segment net assets                                        15,112                      3,624                       18,736                        60,283                      44,143                      123,162

 Within Corporate assets is £115,717,000 of goodwill on consolidation. This is
 allocated to the trading segments as follows:
 Goodwill by segment                                       13,516                      12,539                      26,055                        79,662                      -                           105,717

 

2              Segmental information (continued)

 

 Six months ended 30 April 2024                            Ambient                     Frozen &                    Total retail & wholesale      Foodservice                 Corporate                   Total

                                                                                       Chilled
                                                           £000                        £000                        £000                          £000                        £000                        £000

 Revenue                                                   99,073                      104,933                     204,006                       92,954                      -                           296,960
 Inter-segment revenue                                     9,198                       1,878                       11,076                        449                         -                           11,525

 Segment revenue                                           108,271                     106,811                     215,082                       93,403                      -                           308,485

 Segment gross profit                                      15,017                      22,721                      37,738                        25,999                      -                           63,737

 Adjusted EBITDA*                                          5,694                       4,936                       10,630                        7,875                       (2,642)                     15,863
 Amortisation of intangibles                               -                           (31)                        (31)                          (3)                         (26)                        (60)
 Depreciation                                              (952)                       (2,310)                     (3,262)                       (1,643)                     (62)                        (4,967)
 Adjusted operating profit*                                4,742                       2,595                       7,337                         6,229                       (2,730)                     10,836
 Group management charge                                   (734)                       (1,026)                     (1,760)                       (1,377)                     3,137                       -
 Amortisation of intangible assets arising on acquisition  -                           -                           -                             -                           (497)                       (497)
 Acquisition expense                                       -                           -                           -                             (416)                       -                           (416)
 Compensation for post combination services                -                           (79)                        (79)                          -                           -                           (79)
 Share based payment expense                               -                           -                           -                             -                           (548)                       (548)
 Interest expense                                          (471)                       (613)                       (1,084)                       (436)                       (897)                       (2,417)

 Segment profit/(loss) before tax                          3,537                       877                         4,414                         4,000                       (1,535)                     6,879

 Segment assets                                            52,081                      74,670                      126,751                       69,468                      71,910                      268,129
 Segment liabilities                                       (39,812)                    (75,410)                    (115,222)                     (46,250)                    (21,651)                    (183,123)

 Segment net assets                                        12,269                      (740)                       11,529                        23,218                      50,259                      85,006

 Within Corporate assets is £70,090,000 of goodwill on consolidation. This is
 allocated to the trading segments as follows:
 Goodwill by segment                                       13,516                      12,499                      26,015                        44,075                      -                           70,090

2              Segmental information (continued)

 

 Year ended 31 October 2024                                Ambient                     Frozen &                    Total retail & wholesale      Foodservice                 Corporate                   Total

                                                                                       Chilled
                                                           £000                        £000                        £000                          £000                        £000                        £000

 Revenue                                                   204,568                     235,511                     440,079                       223,573                     -                           663,652
 Inter-segment revenue                                     18,463                      4,355                       22,818                        1,242                       -                           24,060

 Segment revenue                                           223,031                     239,866                     462,897                       224,815                     -                           687,712

 Segment gross profit                                      31,613                      52,353                      83,966                        63,854                      -                           147,820

 Adjusted EBITDA*                                          13,125                      15,215                      28,340                        22,797                      (5,908)                     45,229
 Amortisation of intangibles                               -                           (74)                        (74)                          (6)                         (50)                        (130)
 Depreciation                                              (2,010)                     (4,781)                     (6,791)                       (4,118)                     (159)                       (11,068)
 Adjusted operating profit*                                11,115                      10,360                      21,475                        18,673                      (6,117)                     34,031
 Group management charge                                   (1,968)                     (2,051)                     (4,019)                       (2,751)                     6,770                       -
 Amortisation of intangible assets arising on acquisition  -                           -                           -                             -                           (1,397)                     (1,397)
 Acquisition expense                                       -                           -                           -                             (447)                       (1,706)                     (2,153)
 Compensation for post combination services                -                           (324)                       (324)                         -                           -                           (324)
 Share based payment expense                               -                           -                           -                             -                           (1,244)                     (1,244)
 Restructuring costs                                       -                           (103)                       (103)                         (6)                         -                           (109)
 Interest expense                                          (1,099)                     (1,948)                     (3,047)                       (1,204)                     (2,025)                     (6,276)

 Segment profit/(loss) before tax                          8,048                       5,934                       13,982                        14,265                      (5,719)                     22,528

 Segment assets                                            49,876                      61,691                      111,567                       111,927                     135,792                     359,286
 Segment liabilities                                       (37,363)                    (58,531)                    (95,894)                      (79,212)                    (59,635)                    (234,741)

 Segment net assets                                        12,513                      3,160                       15,673                        32,715                      76,157                      124,545

 Within Corporate assets is £105,717,000 of goodwill on consolidation. This is
 allocated to the trading segments as follows:
 Goodwill by segment                                       13,516                      12,539                      26,055                        79,662                      -                           105,717

 

An analysis of revenue by destination is given below:

Geographical information:
                         6 months ended                  6 months ended                  Year ended

 30 April 2024 Unaudited

                         30 April 2025                                                   31 October 2024 Audited

                         Unaudited
                         £000                            £000                            £000

 United Kingdom          374,317                         294,738                         659,833
 Overseas                1,892                           2,222                           3,819

 Group revenue           376,209                         296,960                         663,652

 

No one customer accounts for more than 7% (H1 2024: 10%; FY 2024: 8%) of Group
revenue.

3              Other operating income
                                                                               6 months ended              6 months ended              Year ended

 30 April 2024 Unaudited

                                                                               30 April 2025                                           31 October 2024 Audited

                                                                               Unaudited
                                                                               £000                        £000                        £000

 Net gain on disposal of fixed assets                                          75                          74                          573
 Net gain on remeasurement of right-of-use assets and lease liabilities        12                          29                          30
 Net (loss) on foreign exchange                                                (2)                         (5)                         -

                                                                               85                          98                          603

4              Expenses
Included in profit/loss are the following:
                                                                    6 months ended              6 months ended              Year ended

 30 April 2024 Unaudited

                                                                    30 April 2025                                           31 October 2024 Audited

                                                                    Unaudited
                                                                    £000                        £000                        £000

 Depreciation of tangible assets:
 Owned                                                              2,027                       1,343                       3,052
 Right-of-use assets                                                5,754                       3,624                       8,016
 Amortisation of intangible assets                                  1,788                       557                         1,527
 Expenses relating to short term leases and low value assets        1,416                       1,327                       2,155
 Impairment loss on trade receivables                               267                         62                          -

The Group incurred a number of expenses not relating to the principal trading
activities of the Group as follows:

 

                                                            6 months ended              6 months ended              Year ended

 30 April 2024 Unaudited

                                                            30 April 2025                                           31 October 2024 Audited

                                                            Unaudited
 Exceptional expenses                                       £000                        £000                        £000

 Acquisition expenses                                       -                           416                         2,153
 Compensation for post combination services                 79                          79                          324
 Restructuring expenses                                     503                         -                           109

 Total exceptional expenses                                 79                          495                         2,586
 Share based payment expense                                634                         548                         1,244

 Total exceptional expenses and share based payments

                                                            713                         1,043                       3,830

 

The Board consider the exceptional items to be non-recurring in nature.  Both
exceptional and share-based payment expenses are adjusted for in the statement
of profit and loss to arrive at the adjusted EBITDA. This measure provides the
Board with a better understanding of the Group's operating performance.

 

Acquisition expenses in both prior periods include the legal and professional
fees connected to the acquisition of WLG (Holdings) Limited, Total Foodservice
Solutions Limited and Creed Catering Supplies Limited.

 

Compensation for post-combination services relates to the value of a liability
in connection the acquisition of the remaining share capital of Central
Supplies (Brierley Hill) Ltd which is subject to an agreement to acquire which
can now be called at any time.

 

Share-based payments relate to the Management Incentive Plan ("MIP") and
Long-Term Incentive Plan ("LTIP") and are non-cash expenses.

 

Restructuring expenses in the period relate to redundancy and operational
restructuring costs across the Foodservice and Frozen & Chilled divisions.

5              Earnings per share
Basic earnings per share

Basic earnings per share for the six-month period ending 30 April 2025, and
the previous six-month period ending 30 April 2024 and the year ended 31
October 2023 is calculated by dividing profit attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding
during each period as calculated below.

Diluted earnings per share

Diluted earnings per share for the six-month period ending 30 April 2025, and
the previous six-month period ending 30 April 2024 and the year ended 31
October 2024 is calculated by dividing profit attributable to ordinary
shareholders by the weighted average number of ordinary shares, adjusted for
the effects of all dilutive potential ordinary shares. In this case dilutive
potential ordinary shares include issued equity warrants outstanding during
each period and shares that may vest under the terms of equity incentive
plans, as calculated below.

 

                                                6 months ended              6 months ended              Year ended

 30 April 2024 Unaudited

                                                30 April 2025                                           31 October 2024 Audited

                                                Unaudited
                                                £000                        £000                        £000

 Profit attributable to all shareholders        4,177                       5,083                       16,718
                                                pence                       pence                       pence
 Basic earnings per ordinary share              5.1                         7.1                         23.5
 Diluted earnings per ordinary share            5.1                         6.9                         22.5

 

 

Weighted average number of ordinary shares

                                                                               6 months ended                              6 months ended                              Year ended

 30 April 2024 Unaudited

                                                                               30 April 2025                                                                           31 October 2024 Audited

                                                                               Unaudited
                                                                               Number                                      Number                                      Number

 Weighted average number of ordinary shares (basic) during the period          81,418,361                                  70,032,967                                  71,034,498

 Weighted average number of ordinary shares (diluted) during the period        81,571,828                                  73,158,081                                  74,453,758

 

Adjusted earnings per share

Adjusted earnings per share is calculated below on the grounds that it is a
metric used by the market in monitoring the Group and similar businesses.
These figures are relevant to the Group and are provided to enable comparison
to similar businesses. Amortisation of acquired intangibles and share based
payment charges are deemed to be non-cash at the pint of recognition, and
exceptional items by their very nature are considered non-recurring by the
Board. Together with acquisition costs, these are excluded to derive the
adjusted earnings per share and to assist with the understanding of underlying
trading.

 

                                                                6 months ended                              6 months ended                              Year ended

 30 April 2024 Unaudited

                                                                30 April 2025                                                                           31 October 2024 Audited

                                                                Unaudited
                                                                £000                                        £000                                        £000

 Profit attributable to all shareholders                        4,177                                       5,083                                       16,718
 Exceptional and share based payment expenses net of tax        2,216                                       1,279                                       4,559

 Adjusted profit attributable to ordinary shareholders          6,393                                       6,362                                       21,277
                                                                pence                                       pence                                       pence
 Basic adjusted earnings per ordinary share                     7.9                                         9.1                                         30.0

 

For more information on this alternative performance measure, please see the
glossary at the end of the announcement.

 

Alternative performance measure glossary

 

This report provides alternative performance measures ("APMs"), which are note
defined or specified under the requirements of International Financial
Reporting Standards. The Board believes that these APMs provide readers with
important additional information on the Group.

 

 Alternative performance measure      Definition and purpose
 Adjusted operating profit            Represents the operating profit prior to exceptional expenses, share based
                                      payment expenses and amortisation of intangible assets recognised on
                                      acquisitions. This measure is consistent with how the Group measures
                                      performance and is reported to the Board.

                             6months ended      6 months ended                  Year ended

                                       30 April 2024 Unaudited

                                                                   30 April 2025                                       31 October 2024 Audited

                                                                   Unaudited
                                                                   £000                £000                            £000

                                      Total operating profit                                    10,282              9,296                           28,804
                                      Amortisation of intangible assets arising on acquisition

                                                                   1,712               497                             1,397
                                      Acquisition expenses                                      -                   416                             2,153
                                      Compensation for post combination services

                                                                   79                  79                              324
                                      Share based payment expense

                                                                   634                 548                             1,244
                                      Restructuring expenses                                    503                 -                               109

                                      Adjusted operating profit

                                                                   13,210              10,836                          34,031

 Adjusted EBITDA                      Represents the operating profit prior to exceptional (income) / expenses,
                                      share based payment expenses, fixed asset depreciation and intangible
                                      amortisation. This measure is consistent with how the Group measures trading
                                      and cash generative performance and is reported to the Board.

                      6months ended      6 months ended                  Year ended

                                       30 April 2024 Unaudited

                                                            30 April 2025                                       31 October 2024 Audited

                                                            Unaudited
                                                            £000                £000                            £000

                                      Total operating profit                      10,282              9,296                           28,804
                                      Amortisation of intangible assets

                                                            1,788               557                             1,527
                                      Depreciation                                7,781               4,967                           11,068
                                      Acquisition expenses                        -                   416                             2,153
                                      Compensation for post combination services

                                                            79                  79                              324
                                      Share based payment expense

                                                            634                 548                             1,244
                                      Restructuring expenses                      503                 -                               109

                                      Adjusted EBITDA                             21,067    15,863                    45,229
 Pre-tax operational cash conversion  Represents the cash generated from operating activities pre tax as a
                                      proportion of cash flow from operating activities pre movements in working
                                      capital and tax. This measure informs the Board of the Group's cash conversion
                                      from operating activities and is used to monitor liquidity by the Board.

                                    6 months ended      6 months ended                  Year ended

                                       30 April 2024 Unaudited

                                                                          30 April 2025                                       31 October 2024 Audited

                                                                          Unaudited
                                                                          £000                £000                            £000

                                      Net cash inflow from operating activities                              19,642              12,403                          31,403
                                      Tax paid                                                               2,164               1,911                           6,612

                                      Cash flow from operating activities pre-tax and compensation for post
                                      combination services (1)

                                                                          21,806              14,314                          38,015
                                      Movement in working capital

                                                                          (1,329)             1,030                           4,349

                                      Cash flow from operating activities pre-tax and compensation for post
                                      combination services and movement in working capital (2)

                                                                          20,477              15,344                          42,364

                                      Pre-tax operational cash conversion (1) divided by (2)

                                                                          106%                93%                             90%

Adjusted EBITDA

Represents the operating profit prior to exceptional (income) / expenses,
share based payment expenses, fixed asset depreciation and intangible
amortisation. This measure is consistent with how the Group measures trading
and cash generative performance and is reported to the Board.

                                             6 months ended      6 months ended                  Year ended

 30 April 2024 Unaudited

                                             30 April 2025                                       31 October 2024 Audited

                                             Unaudited
                                             £000                £000                            £000

 Total operating profit                      10,282              9,296                           28,804
 Amortisation of intangible assets

                                             1,788               557                             1,527
 Depreciation                                7,781               4,967                           11,068
 Acquisition expenses                        -                   416                             2,153
 Compensation for post combination services

                                             79                  79                              324
 Share based payment expense

                                             634                 548                             1,244
 Restructuring expenses                      503                 -                               109

 Adjusted EBITDA                             21,067    15,863                    45,229

Pre-tax operational cash conversion

Represents the cash generated from operating activities pre tax as a
proportion of cash flow from operating activities pre movements in working
capital and tax. This measure informs the Board of the Group's cash conversion
from operating activities and is used to monitor liquidity by the Board.

 

                                                                        6 months ended      6 months ended                  Year ended

 30 April 2024 Unaudited

                                                                        30 April 2025                                       31 October 2024 Audited

                                                                        Unaudited
                                                                        £000                £000                            £000

 Net cash inflow from operating activities                              19,642              12,403                          31,403
 Tax paid                                                               2,164               1,911                           6,612

 Cash flow from operating activities pre-tax and compensation for post
 combination services (1)

                                                                        21,806              14,314                          38,015
 Movement in working capital

                                                                        (1,329)             1,030                           4,349

 Cash flow from operating activities pre-tax and compensation for post
 combination services and movement in working capital (2)

                                                                        20,477              15,344                          42,364

 Pre-tax operational cash conversion (1) divided by (2)

                                                                        106%                93%                             90%

 

 After tax return on invested capital  Represents adjusted profit after tax for the 12 months ending on the period
                                       end date as a proportion of invested capital as at the period end date. This
                                       measure informs the Board of how effective the Group is in generating returns
                                       from the capital invested.

                             LTM ended                              LTM ended

                                                           30 April 2024 Unaudited

                                                                    30 April 2025                                                                 31 October 2024 Audited

                                                                    Unaudited
                                                                                    £000                   £000                                   £000

                                       Adjusted operating profit                                             36,405                                 31,111                                   34,031
                                       Operating lease interest                                              (2,929)                               (1,837)                                   (2,167)

                                                                                                             33,476                    29,274                                 31,864
                                       Tax charge at effective rate of tax of 25% (2024: 25%)

                                                                                 (8,369)                   (7,319)                                (7,966)

                                       Adjusted operating profit after tax (1)                                                         21,955                                 23,898

                                                                                 25,107

                                       Invested capital comprising:
                                       Invoice discounting facilities                                        30,935                                                                          20,071

                                                                                       30,125
                                       Lease liabilities                                                     55,889                    35,136                                                53,567
                                       Revolving Credit Facility                                             40,000                    20,000                                                40,000
                                       Trade loan                                                                    -                 3,000                                                   7,750
                                       Share capital                                                              836                  701                                                        804
                                       Share premium                                                         97,376                    64,349                                                94,185
                                       Less cash at bank and in hand                                        (4,337)                    (5,015)                                              (4,137)

                                       Total invested capital (2)                                          220,699                     148,296                                212,240
                                       After tax return on invested capital (1) divided by (2)

                                                                                                                11%                    15%                                    11%
 Return on net assets                  Represents adjusted profit after tax as a proportion of the Group's investment
                                       in fixed assets and working capital. This measure informs the Board of how
                                       effective the Group is in generating returns from its fixed assets and net
                                       working capital.

                                                                                                               LTM ended                                                               LTM ended

                                                                        30 April 2024 Unaudited

                                                                                                               30 April 2025                                                                                                                                   31 October 2024 Audited

                                                                                                               Unaudited
                                                                                                               £000                                                                    £000                                                                    £000
                                       Adjusted operating profit                                               36,405                                                                  31,111                                                                  34,031

                                       Tax charge at effective rate of tax of 25% (2024: 25%)                  (9,101)                                                                 (7,778)                                                                 (8,508)
                                       Adjusted operating profit after tax (1)                                 27,304                                                                  23,333                                                                  25,523
                                       Fixed assets and net working capital comprising:
                                       Intangible assets*                                                      710                                                                     663                                                                     618
                                       Fixed assets                                                            28,316                                                                  22,767                                                                  29,096
                                       Right-of-use assets                                                     52,956                                                                  32,611                                                                  50,869
                                       Investments                                                              27                                                                      61                                                                      42
                                       Inventories                                                              56,102                                                                  53,836                                                                  47,749
                                       Trade and other receivables                                              102,634                                                                 75,677                                                                  91,122
                                       Trade and other payables                                                (118,535)                                                               (90,729)                                                                (102,083)
                                       Liability for post combination services**                                985                                                                     661                                                                     906
                                       Total invested capital (2)                                              122,485                                                                 94,884                                                                  118,319
                                       After tax return on invested capital (1) divided by (2)                 22%                                                                     25%                                                                     22%

 *excluding acquired intangibles arising on acquisition

 **adjustment to exclude the liability for post combination services from trade
 and other payables

 Leverage                              Management assess leverage by reference to adjusted EBITDA against net debt

                                     including and excluding IFRS 16 lease liabilities and including the liability
                                       for post combination services held within other creditors. This indicates how

                                     much income is available to service debt before interest, tax, depreciation
                                       and amortisation.

                                                                30 April 2024 Unaudited

                                                            30 April 2025                                                                                                        31 October 2024 Audited

                                                              Unaudited

                                                                           £000                     £000                                                                         £000

                                     Adjusted EBITDA                               50,433                                  40,987                                                                       45,229

                                     Invoice discounting advances                  30,935

                                                                                30,125                                                                       20,071
                                       Lease liabilities                             55,889                                                   35,136                                                      53,567

                                     Revolving Credit Facility                     40,000                                  20,000                                                                       40,000
                                       Trade loans                                   -                                                          3,000                                                     7,750

                                     Liability for post combination services       985                                                           661                                                     906

                                     Contingent consideration                      4,870                                   -                                                                            9,614
                                       Cash at bank and in hand                      (4,337)                                 (5,015)                                                                      (4,137)

                                       Net debt                                                 128,342                      83,907                                                                       127,771

                                       Leverage (including IFRS 16 debt)

                                                                               2.5                  2.0                                                                          2.8

                                     IFRS 16 lease liabilities                                  43,742                     26,462                                                                       43,151

                                     Net debt excluding IFRS 16 lease liabilities

                                                                           84,600                     57,445                                                                       84,620

                                       Leverage (excluding IFRS 16 lease debt)

                                                                                 1.7                  1.4                                                                          1.9

In addition to the assessment of leverage as aligned to the bank leverage
                                       covenant calculation including all lease liabilities, Management also assess
                                       leverage excluding lease liabilities arising on application of IFRS 16.

                                       Included in the above are the total lease liabilities, and separately those
                                       arising on application of IFRS 16 ("IFRS 16 lease liabilities") to calculate
                                       both metrics.
 Adjusted earnings per share           Profit attributable to the equity holders of the Group prior to exceptional

                                     items and share based payments through the consolidated statement of profit
                                       and loss, divided by the weighted average number of ordinary shares during the
                                       financial year.

                                                                           30 April 2024 Unaudited

                                                                          30 April 2025                                                                                            31 October 2024 Audited

                                                                          Unaudited
                                                                                          £000                   £000                                                              £000

                                       Profit attributable to all shareholders                               4,177                                  5,083                                                             16,718

                                       Amortisation of intangible assets arising on acquisition              1,712                                                   497                                              1,397
                                       Acquisition expenses                                                  -                                      416                                                               2,153
                                       Compensation for post combination services                            79                                                        79                                             324
                                       Share based payment expense                                           634                                    548                                                               1,244
                                       Restructuring expenses                                                503                                    -                                                                 109
                                       Tax effect of above items                                             (712)                                  (261)                                                             (668)

                                       Adjusted profit attributable to ordinary shareholders                                6,393                   6,362                                                             21,277

                                                                                    Number                       Number                                                            Number
                                       Weighted average number of ordinary shares (basic) during the period        81,418,361                       70,32,967                                                         71,034,498
                                                                          pence                                  pence                                                             pence
                                       Basic adjusted earnings per ordinary share                                               7.9                 9.1                                                               30.0

 

Return on net assets

Represents adjusted profit after tax as a proportion of the Group's investment
in fixed assets and working capital. This measure informs the Board of how
effective the Group is in generating returns from its fixed assets and net
working capital.

 

LTM ended

30 April 2025

Unaudited

LTM ended
 30 April 2024 Unaudited

 

31 October 2024 Audited

£000

£000

£000

 

Adjusted operating profit

36,405

31,111

34,031

 

 

 

Tax charge at effective rate of tax of 25% (2024: 25%)

(9,101)

(7,778)

(8,508)

Adjusted operating profit after tax (1)

27,304

23,333

25,523

Fixed assets and net working capital comprising:

Intangible assets*

710

663

618

Fixed assets

28,316

22,767

29,096

Right-of-use assets

52,956

32,611

50,869

Investments

 27

 61

 42

Inventories

 56,102

 53,836

 47,749

Trade and other receivables

 102,634

 75,677

 91,122

Trade and other payables

(118,535)

(90,729)

(102,083)

Liability for post combination services**

 985

 661

 906

Total invested capital (2)

122,485

94,884

118,319

After tax return on invested capital (1) divided by (2)

22%

25%

22%

 

*excluding acquired intangibles arising on acquisition

**adjustment to exclude the liability for post combination services from trade
and other payables

 

Leverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management assess leverage by reference to adjusted EBITDA against net debt
including and excluding IFRS 16 lease liabilities and including the liability
for post combination services held within other creditors. This indicates how
much income is available to service debt before interest, tax, depreciation
and amortisation.

 

                                                                                        30 April 2024 Unaudited

                                               30 April 2025                                                                                                        31 October 2024 Audited

                                               Unaudited
                                                              £000                     £000                                                                         £000

 Adjusted EBITDA                               50,433                                  40,987                                                                       45,229

 Invoice discounting advances                  30,935

                                                                                       30,125                                                                       20,071
 Lease liabilities                             55,889                                                   35,136                                                      53,567
 Revolving Credit Facility                     40,000                                  20,000                                                                       40,000
 Trade loans                                   -                                                          3,000                                                     7,750
 Liability for post combination services       985                                                           661                                                     906

 Contingent consideration                      4,870                                   -                                                                            9,614
 Cash at bank and in hand                      (4,337)                                 (5,015)                                                                      (4,137)

 Net debt                                                 128,342                      83,907                                                                       127,771

 Leverage (including IFRS 16 debt)

                                                                  2.5                  2.0                                                                          2.8

 IFRS 16 lease liabilities                                  43,742                     26,462                                                                       43,151

 Net debt excluding IFRS 16 lease liabilities

                                                            84,600                     57,445                                                                       84,620

 Leverage (excluding IFRS 16 lease debt)

                                                                  1.7                  1.4                                                                          1.9

In addition to the assessment of leverage as aligned to the bank leverage
covenant calculation including all lease liabilities, Management also assess
leverage excluding lease liabilities arising on application of IFRS 16.

Included in the above are the total lease liabilities, and separately those
arising on application of IFRS 16 ("IFRS 16 lease liabilities") to calculate
both metrics.

 

Adjusted earnings per share

 

Profit attributable to the equity holders of the Group prior to exceptional
items and share based payments through the consolidated statement of profit
and loss, divided by the weighted average number of ordinary shares during the
financial year.

                                                                                                               30 April 2024 Unaudited

                                                                       30 April 2025                                                                                            31 October 2024 Audited

                                                                       Unaudited
                                                                                       £000                   £000                                                              £000

 Profit attributable to all shareholders                               4,177                                  5,083                                                             16,718

 Amortisation of intangible assets arising on acquisition              1,712                                                   497                                              1,397
 Acquisition expenses                                                  -                                      416                                                               2,153
 Compensation for post combination services                            79                                                        79                                             324
 Share based payment expense                                           634                                    548                                                               1,244
 Restructuring expenses                                                503                                    -                                                                 109
 Tax effect of above items                                             (712)                                  (261)                                                             (668)

 Adjusted profit attributable to ordinary shareholders                                6,393                   6,362                                                             21,277

                                                                                 Number                       Number                                                            Number
 Weighted average number of ordinary shares (basic) during the period        81,418,361                       70,32,967                                                         71,034,498
                                                                       pence                                  pence                                                             pence
 Basic adjusted earnings per ordinary share                                               7.9                 9.1                                                               30.0

 

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